New York, N.Y. 10017-3954
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Re:
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Acceleration Request for Gardner Denver Holdings, Inc.
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Registration Statement on Form S-1 (File No. 333-221519)
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Gardner Denver Holdings, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 3:30 p.m., Washington, D.C. time, on November 15, 2017, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Please call me at (212) 455-2812 with any questions.
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Very truly yours,
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/s/ Richard A. Fenyes
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Richard A. Fenyes
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cc:
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Securities and Exchange Commission
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Heather Percival
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GARDNER DENVER HOLDINGS, INC.
222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202
VIA EDGAR
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Re:
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Gardner Denver Holdings, Inc.
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Registration Statement on Form S-1
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File No. 333-221519
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Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gardner Denver Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 3:30 p.m., Washington, D.C. time, on November 15, 2017, or as soon as possible thereafter.
[Signature Page Follows]
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Very truly yours,
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GARDNER DENVER HOLDINGS, INC.
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By:
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/s/ Andrew Schiesl
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Name:
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Andrew Schiesl
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Title:
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Vice President, General Counsel, Chief Compliance Officer and Secretary
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[Signature Page to Company Acceleration Request]
November 13, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
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Re:
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Gardner Denver Holdings, Inc. (the “Company”)
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Registration Statement on Form S-1 (File No. 333-221519)
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Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of up to 25,300,000 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:30 p.m., Washington D.C. time, on November 15, 2017, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated November 13, 2017, through the date hereof:
Preliminary Prospectus dated November 13, 2017:
205 copies to prospective underwriters, institutional investors, dealers and others.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
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GOLDMAN SACHS & CO. LLC
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CITIGROUP GLOBAL MARKETS INC.
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As Representatives of the several Underwriters
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GOLDMAN SACHS & CO. LLC
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By:
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/s/ Richard Cohn
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Name:
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Richard Cohn |
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Title:
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Managing Director
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CITIGROUP GLOBAL MARKETS INC.
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By:
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/s/ Clayton H. Hale III
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Name:
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Clayton H. Hale III
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Title:
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Managing Director
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[Signature Page to Underwriter Acceleration Request]